LEGAL DOCUMENT

Terms and Conditions of Use

Aerosync Corporate Services SAPI de CV

Version  2.2 Updated  March 2026 Status  In effect

TERMS AND CONDITIONS OF USE

Aerosync Corporate Services SAPI de CV

Last updated: April 2026

Version: 2.2


IMPORTANT - READ CAREFULLY

These Terms and Conditions of Use (the "Terms") constitute a legally binding agreement between you (the "User", "Client" or "you") and Aerosync Corporate Services, SOCIEDAD ANONIMA PROMOTORA DE INVERSION DE CAPITAL VARIABLE (commercially operating under the brand "XELIA") ("XELIA", "we", "us" or "our"), with registered address at Avenida Division del Norte, Colonia Lomas de Memetla, Postal Code 05330, Alcaldia Cuajimalpa de Morelos, Mexico City, Mexico.

BY ACCESSING, REGISTERING OR USING THE XELIA PLATFORM (THE "SERVICE"), YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT USE THE SERVICE.


TABLE OF CONTENTS


1. DEFINITIONS

For the purposes of these Terms, the following terms shall have the meanings ascribed to them below:

"Assistant" or "Virtual Assistant": The artificial intelligence software provided by XELIA that enables interactions via voice and text to automate business tasks.

"Account": The personal or business account you create to access the Service.

"User Content": Any data, text, audio, conversation, file or information that you or your end users provide or generate when using the Service.

"Demo" or "Free Demo": The limited trial version of the Service (1 minute of voice interaction and 10 text messages) that XELIA offers at no cost prior to subscribing to a Plan.

"Platform" or "Service": The XELIA SaaS (Software as a Service) platform accessible at https://xelia.ai, including all its functionalities, features, tools and updates.

"Plan": Any of the subscription plans offered by XELIA (Impulso, Pro or Max), which determine the features, capabilities and limits of the Service to which you have access.

"Subscription": The ongoing use agreement for the Service through recurring payment of the selected Plan.

"Intellectual Property": All patents, trademarks, copyrights, trade names, trade secrets, designs, algorithms, source code, know-how and any other intellectual property rights, whether registered or not.


2. ACCEPTANCE OF TERMS

2.1 Legal Binding

By creating an Account, subscribing to a Plan, or using the Service in any way, you acknowledge that:

a) You have read, understood and accepted these Terms in their entirety.

b) You agree to comply with all applicable laws and regulations in your jurisdiction.

c) If you are acting on behalf of a company or organization, you have the legal authority to bind such entity to these Terms.

2.2 Incorporated Documents

These Terms incorporate by reference the following documents, which form an integral part of the agreement:

2.3 Modifications

XELIA reserves the right to modify these Terms at any time. Material modifications will be notified at least 30 days in advance by email to the address registered in your Account or by prominent notice on the Platform.

Your continued use of the Service after the effective date of the modified Terms shall constitute your acceptance of such changes. If you do not agree with the modifications, you must cancel your Subscription in accordance with Section 8.


3. DESCRIPTION OF THE SERVICE

3.1 Nature of the Service

XELIA is a SaaS platform that provides customizable voice and artificial intelligence virtual assistants to automate business interactions, including but not limited to:

3.2 Service Components

The Service includes:

a) Web Platform: A browser-accessible control panel to configure, monitor and manage your Assistant.

b) API and Connectors: Programming interfaces to integrate XELIA with your existing systems (availability depends on Plan).

c) AI Assistant: The artificial intelligence engine that processes voice and text interactions.

d) Technical Support: Assistance through the channels specified according to your Plan.

e) Updates: Improvements, bug fixes and new functionalities implemented by XELIA.

3.3 Infrastructure

The Service is hosted on Hetzner Online GmbH servers in Ashburn, Virginia (United States) and uses Cloudflare for DNS management and security. XELIA employs a multi-AI orchestration system that uses services from Anthropic (Claude), OpenAI (GPT, Whisper), Google (Gemini), Perplexity (Sonar), Deepgram (voice) and Twilio (telephony) for natural language processing, voice, analytics and search. Please see our Privacy Notice for more details.

3.4 Evolution of the Service

XELIA continuously improves the Service. We may add, modify or discontinue features at any time. Modifications that substantially affect the core functionality will be notified with reasonable advance notice.


4. ELIGIBILITY AND REGISTRATION

4.1 Eligibility Requirements

To use the Service, you must:

a) Be at least 18 years of age.

b) Have the legal capacity to enter into binding agreements.

c) Not have been previously suspended or banned by XELIA.

d) Comply with all applicable laws in your jurisdiction.

4.2 Account Registration

To access the full Service, you must:

a) Provide accurate, complete and up-to-date information during registration.

b) Create secure access credentials (username and password).

c) Maintain the confidentiality of your credentials.

d) Immediately notify XELIA of any unauthorized use of your Account.

4.3 Identity Verification

XELIA reserves the right to verify your identity and the information provided at any time. We may request additional documentation such as official identification, proof of address or corporate documents.

4.4 Business Accounts

If you create an Account on behalf of a company or organization:

a) You represent that you have authority to act on its behalf.

b) The company or organization shall be responsible for all activities performed under the Account.

c) You warrant that your end users will comply with these Terms.

4.5 One Account per Entity

Each company or organization may only have one active Account. Creating multiple Accounts to circumvent usage limits or restrictions is prohibited and may result in the termination of all your Accounts.


5. PLANS, PRICING AND BILLING

5.1 Available Plans

XELIA offers the following monthly subscription Plans:

Impulso Plan: $149.00 USD/month

Pro Plan: $349.00 USD/month

Max Plan: $899.00 USD/month

5.2 Detailed Specifications

The full specifications of each Plan, including usage limits, technical capabilities and features, are available at https://xelia.ai/planes.

5.3 Currency and Conversion

All prices are expressed in United States Dollars (USD). If your payment method is in another currency, your financial institution will apply the prevailing exchange rate at the time of the charge.

5.4 Taxes

The prices shown do not include applicable taxes (VAT, GST, sales tax, etc.). You are responsible for paying all applicable taxes in your jurisdiction. XELIA will add the applicable taxes to your invoice in accordance with Mexican and international tax laws.

5.5 Price Changes

XELIA reserves the right to modify Plan prices with at least 30 days' advance notice. We will notify you by email of any price changes.

Price changes will not affect your current billing cycle but will apply at your next renewal. If you do not agree with the new price, you may cancel your Subscription before the change takes effect.


6. TRIAL PERIOD AND FREE DEMO

6.1 Free Demo

XELIA offers a free demonstration of the Service (the "Demo") with the following features:

6.2 Demo Conditions

a) The Demo does not require payment information.

b) Data generated during the Demo (audio, transcriptions, conversations) is not retained by default after the session ends, unless you provide express consent as described in our Privacy Notice.

c) The Demo is limited to one use per user. Attempts to use multiple Demos may result in access being disabled.

d) XELIA reserves the right to modify or discontinue the Demo at any time.

6.3 Transition to Paid Plan

Upon completing the Demo, you may:

a) Subscribe to any of the available Plans.

b) Continue browsing the website without access to the full Service.

There is no obligation to subscribe to a Plan after the Demo.


7. PAYMENTS AND AUTOMATIC RENEWAL

7.1 Payment Processing

XELIA uses Stripe, Inc. as its payment processor. By providing your payment information:

a) You authorize XELIA to charge the amount corresponding to your Plan through Stripe.

b) You accept the Stripe Terms of Service and Privacy Policy available at https://stripe.com/legal.

c) You acknowledge that XELIA does not store your full credit or debit card information.

7.2 Billing Cycles

Subscriptions are billed in monthly cycles:

a) Cycle start: The date on which you subscribe to or renew your Plan.

b) Automatic renewal: Your Subscription automatically renews each month on the same date, unless you cancel before the renewal date.

c) Immediate charge: Upon subscribing to a Plan, the corresponding charge is made immediately for the first month of service.

7.3 Automatic Renewal

By subscribing, you agree to the following:

a) Your payment method will be automatically charged each month for the amount corresponding to your current Plan.

b) Renewal will continue indefinitely until you cancel your Subscription.

c) You are responsible for keeping your payment information up to date.

7.4 Payment Failures

If a charge is declined or fails for any reason:

a) XELIA will attempt to process the payment again over the following 7 days.

b) You will receive email notifications requesting you to update your payment method.

c) If payment is not successfully processed after 7 days, your Account will be suspended until the payment issue is resolved.

d) Suspension does not cancel your Subscription; you will remain responsible for the outstanding charges.

7.5 Invoicing

XELIA will issue electronic invoices in accordance with Mexican tax legislation (CFDI). Invoices will be available in your control panel within 48 hours of each charge.

To receive an invoice with specific tax details, you must provide your RFC (Federal Taxpayer Registry) and other required tax information in your profile.


8. CANCELLATION AND REFUNDS

8.1 Cancellation by the User

You may cancel your Subscription at any time by:

a) Using your control panel on the Platform ("Cancel Subscription" option).

b) Sending an email to info@xelia.ai requesting cancellation.

8.2 Effects of Cancellation

Upon cancelling your Subscription:

a) Access until end of period: You will retain access to the Service until the end of your current paid billing cycle.

b) No renewal: No additional charges will be made after the paid period.

c) Loss of access: At the end of the paid period, you will lose access to your Account and the Service.

d) Data retention: Your data will be retained in accordance with our Privacy Notice (90 days after cancellation, except for legal obligations).

8.3 Refund Policy

IMPORTANT: All payments are final and non-refundable, except in the following cases:

8.3.1 Refund for Billing Error

If a duplicate, incorrect or unauthorized charge was made, contact us within 7 days of the charge at info@xelia.ai. We will investigate and, if warranted, process the corresponding refund.

8.3.2 Refund for Service Interruption

If the Service is completely inaccessible for more than 72 consecutive hours due to causes attributable to XELIA (excluding scheduled maintenance), you may request a prorated refund for the downtime.

8.3.3 No Prorated Refund

No prorated refunds will be granted if you cancel your Subscription before the end of your billing cycle. You will have access until the already-paid period ends.

8.4 Cancellation by XELIA

XELIA reserves the right to suspend or cancel your Account and Subscription at any time if:

a) You violate these Terms or the Acceptable Use policy (Section 9).

b) You engage in fraudulent or illegal activities.

c) You provided false information during registration.

d) Your payments fail repeatedly.

e) You receive multiple complaints from other users or third parties.

In the event of cancellation for violation of Terms, you will not be entitled to any refund.


9. ACCEPTABLE USE OF THE SERVICE

9.1 General Obligations

When using the Service, you agree to:

a) Comply with all applicable laws and regulations.

b) Not use the Service for illegal or unauthorized purposes.

c) Not interfere with the operation of the Service or the experience of other users.

d) Maintain the security and confidentiality of your Account.

9.2 Prohibited Uses

It is strictly prohibited to use the Service for:

9.2.1 Illegal Activities

9.2.2 Technical Abuse

9.2.3 Spam and Unsolicited Mass Communications

9.2.4 Inappropriate Content

9.2.5 Unauthorized Commercial Use

9.3 User Responsibilities Regarding Artificial Intelligence and Automated Communications

By using the artificial intelligence, automated communications, and sales engine features of XELIA, the User acknowledges and agrees that:

9.3.1 Responsibility for AI Output Usage

The results generated by XELIA's artificial intelligence systems -- including lead scores, conversation analysis, proposals, reports, and recommendations -- are support tools that require human oversight and validation. The User is solely responsible for any commercial, contractual, employment, credit or other decisions made based on these results. XELIA is not responsible for erroneous, discriminatory, or harmful decisions that the User makes based on artificial intelligence outputs, even if such outputs were generated by the platform.

9.3.2 Obligation to Disclose Artificial Intelligence

The User is responsible for informing their customers, prospects, and end users that they are interacting with an artificial intelligence system when using XELIA's voice, chat, or automated communications features. XELIA includes an automatic disclosure at the beginning of outbound voice calls made through the platform. The User agrees not to disable, circumvent, or modify this disclosure. If the User uses XELIA in a manner that leads their customers or prospects to reasonably believe they are interacting with a human being when in fact it is an AI system, the User shall be solely responsible for any claim, lawsuit, or penalty arising from such omission.

9.3.3 Telecommunications Regulatory Compliance

The User is responsible for complying with all applicable telecommunications laws and regulations in their jurisdiction when using XELIA's voice calling and messaging features, including but not limited to:

a) In Mexico: verifying that the numbers to be contacted are not registered in the Public Registry to Avoid Advertising (REPEP) of PROFECO, complying with the Federal Telecommunications and Broadcasting Law, and respecting the permitted hours for commercial calls.

b) In the United States: complying with the Telephone Consumer Protection Act (TCPA), obtaining the required prior consent, respecting the Do Not Call Registry, and complying with FCC rules on AI-generated calls.

c) In any other jurisdiction: complying with equivalent local laws.

XELIA implements automatic checks against REPEP and maintains opt-out lists. However, these checks are support tools and do not replace the User's obligation to independently verify regulatory compliance. XELIA shall not be liable if the User contacts persons who have expressed their wish not to receive commercial communications.

9.3.3.1 Telecommunications Compliance -- Spain (LSSI + GDPR + AI Act)

For Users operating in Spain, XELIA implements automatic verification against the Robinson List, obtains prior consent via SMS before outbound AI calls, and provides mandatory artificial intelligence disclosure at the beginning of each call. The User is responsible for ensuring that contact lists uploaded to the platform were obtained lawfully.

9.3.3.2 Telecommunications Compliance -- United States (TCPA + FCC)

For Users operating in the United States, XELIA implements the following automatic protections: (a) verification against the National Do Not Call Registry; (b) obtaining prior express written consent via SMS before any outbound AI call; (c) restriction of calling hours between 8:00 a.m. and 9:00 p.m. local time of the recipient; (d) artificial intelligence disclosure at the beginning of each call; (e) immediate processing of consent revocations. The User represents that all contacts uploaded to the platform were obtained lawfully and agrees to indemnify XELIA Technologies for any claim arising from the falsity of such representation.

9.3.3.3 Outbound Call Audit Log -- All Countries

XELIA maintains an audit log of each outbound call attempt, including the verifications performed, the result, and evidence of consent where applicable. This log is available to the User from their control panel.

9.3.4 Responsibility for Third-Party Data

When the User processes personal data of their customers, prospects or end users through XELIA, the User acts as the data controller under applicable law. The User agrees to:

a) Have obtained all necessary consents, authorizations and licenses from the data subjects before processing their data through XELIA.

b) Have their own privacy notice that informs their customers about the use of artificial intelligence systems to process their data.

c) Not upload, process or transmit through XELIA specially protected data (medical data, biometric data other than the User's own voice, data of minors, detailed third-party financial information) without having obtained the express consent of the data subject.

d) Address ARCO rights requests (Access, Rectification, Cancellation, Opposition) received from their own customers in relation to data processed through XELIA.

XELIA will assist the User to the extent reasonably possible to address these requests, but the primary compliance obligation rests with the User.

9.3.5 Prohibition of Discriminatory Use of AI Assessments

The User agrees not to use lead scoring results, conversation analysis, or any other automated assessment generated by XELIA as the sole or determinative factor for:

a) Hiring, promotion or employment termination decisions.

b) Credit granting, denial or modification decisions.

c) Decisions affecting access to essential services such as housing, education or healthcare.

d) Any decision that produces significant legal effects on a person without human intervention.

The User acknowledges that artificial intelligence systems may contain inherent biases and that automated assessments must be supplemented with human judgment in all cases.

9.3.6 Use of the Autonomous Sales Engine

When using XELIA's prospecting and automated contact features, the User:

a) Is solely responsible for verifying the legality of the products or services promoted through the platform.

b) Acknowledges that XELIA requires explicit confirmation from the User before contacting any prospect identified by the system. The User is responsible for reviewing the prospect list and authorizing each outreach campaign.

c) Agrees to respect opt-outs and do-not-contact requests from prospects, both those managed automatically by XELIA and those the User becomes aware of through any other means.

d) Accepts that XELIA does not guarantee the accuracy of prospect information obtained through searches of public internet sources, and that it is the User's responsibility to verify such information.

e) Shall not use automated contact features to send unsolicited mass communications (spam), make deceptive offers, or promote illegal activities. Violation of this clause is grounds for immediate termination.

9.3.7 Compliance Records

XELIA maintains audit records of all contact actions performed through the platform, including: REPEP verifications, AI disclosures made, opt-outs processed, and User confirmations prior to each campaign. These records are available to the User through the dashboard and may be provided to regulatory authorities when required by law.

The User agrees to cooperate with XELIA in the event of any regulatory investigation related to communications made through the platform.

9.3.8 Disclaimer of Liability for Misuse

XELIA provides artificial intelligence and communication technology tools. The User is solely responsible for the use they make of these tools. XELIA shall not be liable, under any circumstances and to the maximum extent permitted by law, for:

a) Claims, lawsuits, fines or penalties arising from the User's use of artificial intelligence outputs without proper human verification.

b) Claims from third parties (the User's customers, prospects or end users) arising from communications made by the User through the platform.

c) Violations of telecommunications, consumer protection, economic competition, or data protection laws committed by the User through the platform.

d) Damages caused by commercial, credit, employment or other decisions that the User makes based on XELIA's automated assessments.

e) Inaccurate, incomplete or outdated information obtained by the platform's real-time search systems.

This clause does not limit XELIA's own obligations regarding data protection, platform security, and compliance with its own regulatory obligations under the Privacy Notice.

9.4 Prospecting and Commercial Campaign Service

9.4.1. XELIA offers a prospect search and contact service using exclusively public information sources and official government records.

9.4.2. Prospecting campaigns are subject to the limits of the subscribed Plan. Campaigns exceeding the included limit require additional payment at the prevailing rate.

9.4.3. XELIA does not guarantee the accuracy, currency or availability of contact data obtained from public sources. The User accepts that prospecting results may vary depending on the availability of the sources consulted.

9.4.4. The User is solely responsible for the content of messages sent to prospects through XELIA campaigns, as well as for compliance with the telecommunications and data protection laws applicable in the campaign's destination country.

9.4.5. For campaigns targeting Spain or the United States, XELIA requires prior verifiable consent from the recipient before making outbound calls, in accordance with the Robinson List (Spain) and TCPA (United States).

9.5 Usage Limits

Each Plan has established usage limits (number of interactions, voice minutes, concurrent users, etc.). Consistently exceeding these limits without upgrading to a higher Plan may result in:

a) Additional charges at overage rates.

b) Temporary limitation of the Service.

c) A request to upgrade your Plan.

9.6 Monitoring and Enforcement

XELIA reserves the right to:

a) Monitor use of the Service to detect violations of these Terms.

b) Investigate complaints or reports of abuse.

c) Suspend or terminate Accounts that violate the Acceptable Use policy.

d) Cooperate with authorities in legal investigations.

9.7 Abuse Reporting

If you detect misuse of the Service by other users, please report it to: info@xelia.ai.


10. INTELLECTUAL PROPERTY

10.1 XELIA's Ownership

XELIA and its licensors are the exclusive owners of all Intellectual Property rights related to:

a) The Platform, the Service and all its underlying technology.

b) The source code, algorithms, architecture and software design.

c) The "XELIA" trademarks, logos, trade names and trade dress.

d) All documentation, marketing materials and website content.

e) Improvements, updates and modifications to the Service.

10.2 Limited Use License

Subject to your compliance with these Terms, XELIA grants you a limited, non-exclusive, non-transferable, revocable license to:

a) Access and use the Service solely for your legitimate business purposes.

b) Use the documentation and materials provided by XELIA in connection with the Service.

This license does not imply any transfer of ownership and will automatically terminate upon the end of your Subscription.

10.3 Restrictions

You may not:

a) Copy, modify, adapt or create derivative works of the Service.

b) Reverse engineer, decompile or attempt to extract the source code.

c) Remove, conceal or alter copyright or proprietary notices.

d) Use XELIA's trademarks without prior written authorization.

e) Sublicense, sell, lease or transfer your usage rights to third parties.

10.4 Feedback

If you provide suggestions, ideas, comments or feedback about the Service ("Feedback"):

a) You grant XELIA a perpetual, irrevocable, worldwide, royalty-free license to use, modify and incorporate such Feedback into the Service.

b) You acknowledge that XELIA has no obligation to implement or consider your Feedback.

c) You will not receive compensation for the Feedback provided.

10.5 Trademark (Pending)

The "XELIA" trademark is in the process of being registered with the Mexican Institute of Industrial Property (IMPI). Use of the trademark by third parties without express authorization is prohibited.


11. USER CONTENT

11.1 Ownership of User Content

You retain all ownership rights over the User Content you provide or generate through the Service.

11.2 License to XELIA

By providing User Content, you grant XELIA a worldwide, non-exclusive, royalty-free, sublicensable license to:

a) Host, store, process and transmit the User Content as necessary to provide the Service.

b) Create backup copies of the User Content.

c) Create anonymized or aggregated versions of the User Content to improve the Service, develop AI models and perform analytics, with your consent as described in our Privacy Notice.

This license will terminate when you delete the User Content or cancel your Account, subject to the retention periods established in our Privacy Notice.

11.3 Responsibility for User Content

You are solely responsible for the User Content, including:

a) Its legality, accuracy and appropriateness.

b) Obtaining all necessary consents, authorizations and licenses from third parties.

c) Complying with data protection, privacy and intellectual property laws.

d) Any third-party claims related to your User Content.

11.4 Exclusion of Prohibited Content

You must not include in the User Content:

a) Sensitive personal information of third parties without authorization (social security numbers, bank details, credentials, etc.).

b) Content that violates third-party intellectual property rights.

c) Illegal, defamatory, obscene content or content that violates these Terms.

XELIA reserves the right to remove User Content that violates these Terms without prior notice.

11.5 Data Backup

Although XELIA performs regular backups of the Platform, you are responsible for maintaining independent backups of your User Content. XELIA shall not be liable for loss or corruption of User Content.


12. PRIVACY AND DATA PROTECTION

12.1 Privacy Notice

The processing of personal data by XELIA is governed by our Privacy Notice, available at https://xelia.ai/en/privacy, which forms an integral part of these Terms.

We recommend that you read the Privacy Notice carefully to understand how we collect, use, share and protect your personal data.

12.2 Data Processing Roles

12.2.1 XELIA as Controller

With respect to the personal data you provide directly to XELIA during registration, billing and general use of the Platform, XELIA acts as the data controller.

12.2.2 XELIA as Processor

With respect to the personal data of your end users or customers that you process through the Service (for example, conversations between your customers and the Assistant), you act as the data controller and XELIA acts as the data processor.

In this case:

a) You determine the purposes and means of processing.

b) XELIA processes the data only in accordance with your instructions and as necessary to provide the Service.

c) You are responsible for complying with all applicable data protection legal obligations toward your end users, including obtaining necessary consents and providing appropriate privacy notices.

12.3 Data Processing Agreement (DPA)

When your use of the Service is subject to data protection regulations such as the GDPR (General Data Protection Regulation of the EU) or similar laws, the parties shall execute a Data Processing Agreement (DPA) governing:

a) The subject matter, duration, nature and purpose of processing.

b) The types of personal data and categories of data subjects.

c) Security and confidentiality obligations.

d) The rights and obligations of the parties.

e) Sub-processing conditions (XELIA's providers such as OpenAI, AWS, etc.).

f) International data transfer mechanisms (Standard Contractual Clauses, etc.).

For Pro and Max Plan clients, the DPA is available upon request at info@xelia.ai.

For Impulso Plan clients, a standard DPA is available at https://xelia.ai/dpa (when implemented).

12.4 International Transfers

The Service involves international transfers of personal data, as the infrastructure is hosted in the United States (Hetzner, Ashburn VA) and we use international providers (OpenAI, Anthropic, Deepgram, Twilio, Stripe, Cloudflare).

XELIA implements appropriate safeguards in accordance with applicable legislation, including:

a) Standard Contractual Clauses with providers.

b) Technical and organizational security measures.

c) Risk assessments and Transfer Impact Assessments when necessary.

By subscribing to the Service, you acknowledge and accept these international transfers.

12.5 Data Subject Rights

End users whose personal data you process through the Service have rights under data protection laws (access, rectification, erasure, objection, portability, etc.).

As the controller of your end users' data, you are responsible for handling their rights requests. XELIA will assist you to the extent reasonably possible, subject to the technical capabilities of the Platform.

12.6 Security Breaches

If XELIA detects a security breach affecting personal data:

a) We will notify you without undue delay.

b) We will provide reasonable information about the nature of the breach.

c) We will cooperate in the investigation and remediation.

You will be responsible for complying with notification obligations to authorities and data subjects as required by applicable law.


13. SERVICE AVAILABILITY AND SUPPORT

13.1 Service Availability

XELIA strives to maintain the Service available 24/7/365, but does not guarantee uninterrupted availability. The Service may be temporarily unavailable due to:

a) Scheduled maintenance (notified in advance).

b) Emergency maintenance.

c) Third-party infrastructure failures (AWS, Cloudflare, OpenAI, etc.).

d) Force majeure events.

e) Security or denial of service attacks.

13.2 Scheduled Maintenance

XELIA will perform scheduled maintenance during low-traffic periods (generally early morning hours, Mexico City time). We will notify you at least 48 hours in advance of maintenance that may significantly affect the Service.

13.3 Technical Support

The level of support varies according to your Plan:

Impulso Plan

Pro Plan

Max Plan

13.4 Support Exclusions

Technical support does NOT include:

a) Custom development or consulting beyond standard configuration.

b) Integration with officially unsupported third-party systems.

c) Extensive user training (available as an additional service).

d) Issues caused by your User Content or incorrect configurations.


14. DISCLAIMER OF WARRANTIES

14.1 "As-Is" and "As Available"

THE SERVICE IS PROVIDED "AS-IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED.

14.2 Exclusion of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, XELIA DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

a) Warranties of merchantability: The Service may not be suitable for all commercial purposes.

b) Warranties of fitness for a particular purpose: It is your responsibility to determine whether the Service meets your needs.

c) Warranties of non-infringement: Although XELIA respects third-party intellectual property, we do not warrant that the Service is free from infringement claims.

d) Warranties of availability or uninterrupted operation: The Service may experience downtime.

e) Warranties of accuracy or completeness: Results generated by the AI Assistant may contain errors or inaccuracies.

14.3 AI Limitations

You expressly acknowledge and accept that:

a) The AI Assistant may generate incorrect, inaccurate, incomplete, biased or inappropriate responses.

b) Artificial intelligence models are subject to inherent limitations and may "hallucinate" (generate false information presented with confidence).

c) YOU MUST NOT rely on the Assistant's responses without appropriate human verification, especially in medical, legal, financial contexts or where errors could cause harm.

d) You are responsible for supervising and reviewing all content generated by the Assistant before using it with your customers or in any high-risk context.

14.4 Third-Party Services

XELIA uses third-party services (AWS, OpenAI, Stripe, Cloudflare) to provide the Service. XELIA is not responsible for failures, errors or interruptions caused by these third parties.

14.5 No Guarantee of Results

XELIA does not guarantee that:

a) The Service will meet all your specific requirements.

b) The Service will operate without errors or interruptions.

c) Defects will be corrected.

d) Use of the Service will generate specific business results (sales, conversions, customer satisfaction, etc.).


15. LIMITATION OF LIABILITY

15.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, XELIA SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

a) Loss of profits, revenue, savings or data.

b) Loss of business opportunities.

c) Damage to reputation or loss of goodwill.

d) Business interruption.

e) Costs of procuring substitute services.

THIS APPLIES REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), EVEN IF XELIA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Maximum Liability Cap

XELIA'S TOTAL AND AGGREGATE LIABILITY TO YOU FOR ANY CLAIM RELATED TO THE SERVICE OR THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO XELIA DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR $500.00 USD, WHICHEVER IS GREATER.

15.3 Exceptions to the Limitations

The above limitations shall not apply to:

a) Liability for death or personal injury caused by gross negligence of XELIA.

b) Liability for fraud or fraudulent misrepresentation.

c) Liability that cannot be limited or excluded under applicable law.

15.4 Basis of the Agreement

You acknowledge that these limitations of liability are an essential basis of these Terms and that XELIA would not provide the Service without these limitations.

15.5 Time-Barred Claims

Any claim against XELIA must be filed within one (1) year after the cause of action arises, or such claim shall be permanently barred.


16. INDEMNIFICATION

16.1 Indemnification Obligation

You agree to indemnify, defend and hold harmless XELIA, its affiliates, directors, officers, employees, agents, licensors and service providers (the "Indemnified Parties") from and against any claims, demands, losses, liabilities, damages, costs or expenses (including reasonable attorneys' fees) arising from or related to:

a) Your use or misuse of the Service.

b) Your violation of these Terms.

c) Your violation of applicable laws or regulations.

d) Your User Content, including claims of intellectual property infringement or privacy violations.

e) Your violation of third-party rights.

f) Any dispute between you and your end users or customers.

16.2 Control of Defense

XELIA reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you. In such case, you shall fully cooperate with XELIA in the defense of any claim.

16.3 Survival

This indemnification obligation shall survive the termination of these Terms and your use of the Service.


17. CONFIDENTIALITY

17.1 Definition of Confidential Information

"Confidential Information" means any non-public information provided by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally, in writing, electronically or visually, that:

a) Is marked as "Confidential", "Proprietary" or with a similar designation.

b) Should reasonably be considered confidential given the nature of the information and the circumstances of disclosure.

For XELIA, Confidential Information includes, among others, source code, algorithms, technical architecture, product roadmap and business strategy.

17.2 Confidentiality Obligations

The Receiving Party agrees to:

a) Maintain the Confidential Information in strict confidence.

b) Not disclose the Confidential Information to third parties without the prior written consent of the Disclosing Party.

c) Use the Confidential Information solely for the purposes of these Terms.

d) Protect the Confidential Information with the same degree of care as it protects its own confidential information, but in no case with less than reasonable care.

17.3 Exceptions

Confidentiality obligations shall not apply to information that:

a) Was publicly known before disclosure.

b) Becomes publicly known without fault of the Receiving Party.

c) Was legitimately in the possession of the Receiving Party before disclosure.

d) Is independently developed by the Receiving Party without use of the Confidential Information.

e) Is disclosed with the prior written approval of the Disclosing Party.

f) Must be disclosed by court order or legal requirement (with prior notice to the Disclosing Party if legally possible).

17.4 Duration

Confidentiality obligations shall remain in effect during the term of these Terms and for three (3) additional years after their termination.


18. MODIFICATIONS TO THE SERVICE AND TERMS

18.1 Modifications to the Service

XELIA reserves the right to:

a) Add, modify or discontinue features of the Service at any time.

b) Update the user interface, APIs or integrations.

c) Change the underlying technical architecture.

d) Improve or change artificial intelligence algorithms.

18.2 Notification of Material Changes

If we make material changes that substantially affect the core functionality of the Service, we will notify you at least 30 days in advance by:

a) Email to the address registered in your Account.

b) Prominent notice on the Platform.

c) Updating these Terms with an indication of the last modification date.

18.3 Modifications to the Terms

XELIA may modify these Terms at any time to:

a) Reflect changes in the Service.

b) Comply with new laws or regulations.

c) Address new security or technical matters.

d) Improve the clarity or precision of language.

18.4 Effective Date of Modifications

Modifications to these Terms shall become effective:

a) 30 days after notification for material changes.

b) Immediately for minor, clarifying or legally required changes.

18.5 Acceptance of Modifications

Your continued use of the Service after the effective date of the modified Terms constitutes your acceptance of the changes.

If you do not agree with the modifications, you must cancel your Subscription before they take effect. Your use of the Service during the notification period does not constitute acceptance of the future modifications.

18.6 Previous Versions

You may request a copy of previous versions of these Terms by sending an email to info@xelia.ai.


19. SUSPENSION AND TERMINATION

19.1 Suspension by XELIA

XELIA may suspend your access to the Service immediately and without prior notice if:

a) You violate these Terms or the Acceptable Use Policy.

b) Your account presents suspicious or fraudulent activity.

c) Your payments fail repeatedly.

d) We receive a request from legal authorities.

e) Your use of the Service puts the security, integrity or availability of the Platform at risk for other users.

f) You reasonably determine that use may expose you to legal liability.

During suspension, you will not have access to your Account or User Content. Payment obligations continue during suspension.

19.2 Opportunity to Remedy

Except in cases of serious violations, XELIA will give you a reasonable opportunity to remedy the violation before permanently terminating your Account. We will notify you by email specifying the nature of the violation and the steps necessary to remedy it.

19.3 Termination by XELIA

XELIA may terminate these Terms and your Account at any time if:

a) You do not remedy a violation within the specified period.

b) You commit repeated or serious violations.

c) Your Account has been inactive for more than 12 consecutive months.

d) XELIA decides to discontinue the Service (with 90 days' advance notice).

19.4 Termination by the User

You may terminate these Terms at any time by cancelling your Subscription in accordance with Section 8.

19.5 Effects of Termination

Upon termination of these Terms:

a) Access: Your access to the Service will cease immediately or at the end of your paid billing period, as applicable.

b) Payments: No additional charges will be made after termination, but you will not be entitled to prorated refunds.

c) Data: Your User Content will be retained in accordance with our Privacy Notice (90 days) and then deleted, except as required by law.

d) Data export: Before termination, you may export your User Content using the Platform's export tools (availability depends on Plan).

e) Survival: Sections 10 (Intellectual Property), 11.3-11.4 (Content Responsibility), 14-17 (Limitations, Indemnification, Confidentiality), 19.5 (Effects of Termination) and 21-22 (Governing Law and General Provisions) shall survive termination.

19.6 No Automatic Reactivation

Once your Account is terminated, you cannot automatically reactivate it. You will need to create a new Account and subscribe to a new Plan. XELIA reserves the right to reject the creation of new Accounts for users whose previous Accounts were terminated for violations.


20. DISPUTE RESOLUTION

20.1 Good Faith Negotiation

Before initiating any formal dispute resolution proceedings, the parties agree to attempt to resolve the dispute through direct good faith negotiation for at least 30 days.

To initiate negotiation, the claiming party must send a written notification to:

For XELIA: info@xelia.ai

For the User: To the email address registered in the Account.

The notification must describe the nature of the dispute and the remedy sought.

20.2 Mediation (Optional)

If direct negotiation does not resolve the dispute, the parties may mutually agree to submit the dispute to mediation before a neutral mediator designated by mutual agreement or appointed by the Mexico Arbitration Center (CAM).

Mediation costs will be divided equally between the parties, unless otherwise agreed.

20.3 Arbitration (For High-Value Disputes)

For disputes involving amounts exceeding $50,000 USD (fifty thousand dollars), the parties agree that, if negotiation and mediation do not resolve the dispute, it shall be submitted to binding arbitration before the Mexico Arbitration Center (CAM) under the following rules:

a) Applicable rules: The CAM Arbitration Rules in force.

b) Number of arbitrators: One (1) sole arbitrator, unless the parties agree otherwise.

c) Seat of arbitration: Mexico City, Mexico.

d) Language: Spanish.

e) Substantive law: Laws of Mexico (see Section 21).

f) Binding nature: The arbitral award shall be final and binding on both parties.

g) Costs: Each party shall be responsible for its own legal costs and fees, unless the arbitrator determines otherwise.

20.4 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, COLLECTIVE LAWSUITS OR REPRESENTATIVE PROCEEDINGS AGAINST XELIA.

All disputes must be brought in your individual capacity, not as a representative of a class or group.

20.5 Exceptions to Arbitration

Notwithstanding the foregoing, either party may go directly to competent courts to:

a) Obtain injunctive relief or equitable remedies (such as cease and desist orders).

b) Intellectual property infringement claims.

c) Low-value disputes that may be resolved in small claims courts.


21. GOVERNING LAW AND JURISDICTION

21.1 Governing Law

These Terms shall be governed by and construed in accordance with the federal laws of Mexico, without giving effect to conflict of laws principles.

The following Mexican laws are particularly relevant:

21.2 Jurisdiction

For disputes not submitted to arbitration under Section 20, the parties expressly submit to the exclusive jurisdiction of the federal courts of Mexico City, Mexico, waiving any other jurisdiction that may correspond to them by reason of their present or future domiciles.

21.3 Language

The Spanish version of these Terms is the official version and shall control in the event of any conflict with translations into other languages.

21.4 International Users

If you access the Service from outside Mexico, you are responsible for complying with the local laws of your jurisdiction. XELIA does not guarantee that the Service is appropriate or available for use in other jurisdictions.

Certain jurisdictions may have consumer protection, privacy or regulatory laws that grant additional rights that cannot be waived by contract. In such cases, these Terms shall be interpreted so as to give maximum possible effect while complying with such mandatory laws.


22. GENERAL PROVISIONS

22.1 Entire Agreement

These Terms, together with the Privacy Notice and any applicable DPA, constitute the entire agreement between you and XELIA with respect to the Service and supersede all prior or contemporaneous agreements, representations and understandings, whether written or oral.

22.2 Relationship between the Parties

Nothing in these Terms creates a partnership, joint venture, agency, employment or franchise relationship between the parties. Neither party has authority to bind the other party.

22.3 Assignment

You may not assign, transfer or sublicense these Terms or your rights under these Terms without the prior written consent of XELIA. Any attempt to assign in violation of this provision shall be void.

XELIA may freely assign these Terms in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets.

22.4 Severability

If any provision of these Terms is declared invalid, illegal or unenforceable by a competent court, such provision shall be modified to the minimum extent necessary to make it valid and enforceable. If modification is not possible, the provision shall be severed and removed from these Terms without affecting the validity and enforceability of the remaining provisions.

22.5 No Waiver

XELIA's failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of XELIA.

22.6 Notices

All notices required or permitted under these Terms shall be in writing and shall be deemed duly delivered when:

a) Delivered in person.

b) Sent by email with confirmation of receipt.

c) Sent by certified mail with return receipt.

d) Prominently posted on the Platform (for general changes).

Notices to XELIA:

Notices to the User:

It is your responsibility to keep your email address up to date.

22.7 Force Majeure

Neither party shall be liable for failure or delay in the performance of its obligations under these Terms due to causes beyond its reasonable control, including but not limited to:

The affected party shall promptly notify the other party and make reasonable efforts to minimize the impact of the force majeure event.

22.8 Headings

Section headings in these Terms are for convenience only and have no legal or contractual effect.

22.9 Survival

The provisions of these Terms that by their nature should survive termination shall survive, including but not limited to: Intellectual Property (Sec. 10), Content Responsibility (Sec. 11.3-11.4), Disclaimer of Warranties (Sec. 14), Limitation of Liability (Sec. 15), Indemnification (Sec. 16), Confidentiality (Sec. 17), Dispute Resolution (Sec. 20), Governing Law (Sec. 21) and General Provisions (Sec. 22).

22.10 Interpretation

These Terms shall be interpreted neutrally, without any presumption for or against either party. The use of "including", "for example" and similar terms does not limit the generality of the preceding provisions.

22.11 Controlling Language

In the event of conflict between the Spanish version and any translation of these Terms, the Spanish version shall prevail.

22.12 Export Compliance

The Service may be subject to export control laws and regulations of Mexico, the United States and other countries. You agree to comply with all applicable export laws and not export, re-export or transfer the Service to prohibited countries, entities or individuals.


23. CONTACT

For any questions, comments or concerns about these Terms or the Service, you may contact us at:

Aerosync Corporate Services SAPI de CV

Address:
Avenida Division del Norte
Colonia Lomas de Memetla
Postal Code 05330
Alcaldia Cuajimalpa de Morelos
Mexico City, Mexico

General email: info@xelia.ai

Privacy email: privacidad@xelia.ai

Phone: +52 56 2915 2081

Website: https://xelia.ai

Business hours:
Monday to Friday, 9:00 AM - 6:00 PM (Mexico City time)



ACCEPTANCE OF TERMS

BY CLICKING "I ACCEPT", "SIGN UP", "SUBSCRIBE TO PLAN" OR BY ACCESSING OR USING THE SERVICE IN ANY OTHER MANNER, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS.

IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT USE THE SERVICE.


Last updated: December 2025

Version: 1.0


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